LR 18.4 Continuing obligations

An issuer of debt securities which the certificates represent must comply with the continuing obligations set out in LR 17.3 (Requirements with continuing application) in addition to the requirements of this section.

A UK issuer of equity shares which the certificates represent must comply with the continuing obligations set out in LR 9 (Continuing obligations) in addition to the requirements of this section.

An overseas company that is the issuer of the equity shares which the certificates represent must comply with:

1. (1)

   the requirements of this section;

2. (2)

   the continuing obligations set out in LR 14.3 (Continuing obligations) and LR 18.4.3A R2; and

   1
3. (3)

   DTR 21 (Disclosure and control of inside information by issuers), as if it were an issuer for the purposes of the disclosure rules and transparency rules.

1. (1)

   2An issuer within LR 18.4.3 R must publish its annual report and annual accounts as soon as possible after they have been approved.

2. (2)

   An issuer within LR 18.4.3 R must approve and publish its annual report and accounts within six months of the end of the financial period to which they relate.

3. (3)

   The annual report and accounts must:

   1. (a)

      have been prepared in accordance with the issuer's national law and, in all material respects, with national accounting standards or IAS; and

   2. (b)

      have been independently audited and reported on, in accordance with:

      1. (i)

         the auditing standards applicable in an EEA State; or

      2. (ii)

         an equivalent auditing standard.

Prior to any change of the depositary of certificates representing certain securities, the new depositary must satisfy the FSA that it meets the requirements of LR 18.2.11 R to LR 18.2.14 R.

1. (1)

   An issuer of securities represented by listed certificates representing certain securities must notify a RIS of any change of depositary.

2. (2)

   The notification required by paragraph (1) must be made as soon as possible, and in any event by 7.30 a.m. on the business day following the change of depositary, and contain the following information:

   1. (a)

      the name, registered office and principal administrative establishment if different from the registered office of the depositary;

   2. (b)

      the date of incorporation and length of life of the depositary, except where indefinite;

   3. (c)

      the legislation under which the depositary operates and the legal form which it has adopted under the legislation; and

   4. (d)

      any changes to the information regarding the certificates representing certain securities.

An issuer must comply with the requirements in LR 9.5.15 R (Temporary documents of title) and LR 9.5.16 R (Definitive documents of title) so far as relevant to certificates representing equity securities.

1[18.4.8 to follow]

1An issuer that is not already required to comply with the transparency rules must comply with DTR 6.3 as if it were an issuer for the purposes of the transparency rules.